-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PIPznUVmSxIBM63DK09ZzepqdWbF51TdZmOyV+Sf8VfOZE/5yK+abJ5jtb6DSur9 SozYwhFwc5Fdwi4kB784pA== 0000899140-03-000377.txt : 20030422 0000899140-03-000377.hdr.sgml : 20030422 20030422134510 ACCESSION NUMBER: 0000899140-03-000377 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030408 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030422 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INFORMATION HOLDINGS INC CENTRAL INDEX KEY: 0001063744 STANDARD INDUSTRIAL CLASSIFICATION: BOOKS: PUBLISHING OR PUBLISHING AND PRINTING [2731] IRS NUMBER: 061518007 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14371 FILM NUMBER: 03658073 BUSINESS ADDRESS: STREET 1: 2777 SUMMER STREET STREET 2: SUITE 209 CITY: STAMFORD STATE: CT ZIP: 06905 BUSINESS PHONE: 2034665055 MAIL ADDRESS: STREET 1: 2777 SUMMER STREET STREET 2: SUITE 209 CITY: STAMFORD STATE: CT ZIP: 06905 8-K 1 ih1193416b.txt CURRENT REPORT ON FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - -------------------------------------------------------------------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2003 INFORMATION HOLDINGS INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-14371 06-1518007 -------- ------- ---------- (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) 2777 Summer Street, Suite 209, Stamford, CT 06905 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (203) 961-9106 -------------- (Registrant's telephone number, including area code) Item 2. Acquisition or Disposition of Assets. ------------------------------------ On April 8, 2003, Information Holdings Inc., a Delaware corporation ("Information Holdings"), sold, pursuant to an Asset Purchase Agreement dated February 27, 2003, substantially all of the assets and certain liabilities of its wholly owned subsidiaries CRC Press LLC, a Delware limited liability company ("CRC Press"), CRC Press (U.K.) LLC, a Delaware limited liability company ("CRC Press (UK)") and Parthenon Publishing Group, Inc., a New York corporation ("Parthenon Inc."), to CRC Press I LLC, a Delaware limited liability company ("CRC Press I") and Routledge No. 2 Limited, a company incorporated in England and Wales ("Routledge"), both wholly owned subsidiaries of Taylor & Francis Group plc, for approximately $95,000,000 in cash, subject to a post closing adjustment. The press release announcing consummation of the transaction is attached as Exhibit 99.1 and incorporated herein by reference. Item 7. Financial Statement and Exhibits. (b) The pro forma financial information required by Item 7(b) of Form 8-K will be filed by amendment to this Form 8-K no later than sixty (60) days from the date of filing of this Current Report on Form 8-K. (c) Exhibits 2.1 A copy of the Asset Purchase Agreement, dated as of February 27, 2003, by and among Information Holdings, CRC Press, CRC Press UK, Parthenon Inc., CRC Press I and Routledge was filed as Exhibit 10.20 of Information Holding's Form 10-K for the fiscal year ended December 31, 2002, filed on March 31, 2003 and is incorporated by reference herein. 99.1 Press Release issued by Information Holdings on April 8, 2003 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. INFORMATION HOLDINGS INC. Date: April 22, 2003 By: /s/ Vincent A. Chippari ------------------------------ Name: Vincent A. Chippari Title: Executive Vice President and Chief Financial Officer EX-99.1 4 ih1193416c.txt PRESS RELEASE Exhibit 99.1 Information Holdings Completes Sale Of CRC Press April 8, 2003--Information Holdings Inc. today announced that it has completed the sale of its CRC Press unit to the Taylor & Francis Group for cash consideration of approximately $95 million. The purchase price is subject to a post-closing adjustment based on the amount of the closing date net assets of CRC Press. About Information Holdings Inc. Information Holdings Inc. is a leading provider of information products and services to intellectual property and information technology learning markets. Through its Intellectual Property Group, which includes MicroPatent(R), Master Data Center(TM), Liquent and LPS Group, IHI provides a broad array of databases, information products and complementary services for intellectual property and regulatory professionals. IHI's Transcender(R) unit is a leading online provider of IT certification test-preparation products. Its products include exam simulations for certifications from major hardware and software providers. The statements in this press release that are not historical facts are forward-looking statements. These forward-looking statements involve risks and uncertainties that could render them materially different. Forward-looking statements are typically statements that are preceded by, followed by or include the words "believes," "plans," "intends," "will," "expects," "anticipates," or similar expressions. Actual results may differ materially from the results predicted, and reported results should not be considered as an indication of future performance. These forward-looking statements involve risks and uncertainties that could render them materially different. More information about factors that could potentially affect IHI's financial results is included in IHI's filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2002. The forward-looking information in this release reflects management's judgment only on the date of this press release. Contact: Information Holdings Inc. Vincent A. Chippari 203/961-9208 vchippari@informationholdings.com -----END PRIVACY-ENHANCED MESSAGE-----